SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 31, 2005
PRIMEDIA Inc.
(Exact name of registrant as specified in its charter)
| DELAWARE | 1-11106 | 13-3647573 |
| (State or other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 745 FIFTH AVENUE, NEW YORK, NEW YORK (Address of principal executive offices) |
||
| 10151 (Zip Code) |
||
| Registrant's telephone number, including area code (212) 745-0100 | ||
Item 2.01. Completion of Acquisition or Disposition of Assets
On March 31, 2005, PRIMEDIA Inc. completed the sale of the financial services business of its Workplace Learning Division to Bank Administration Institute for approximately $21.3 million in cash. A copy of the press release announcing the completion of such sale is attached hereto as Exhibit 99.1.
On April 1, 2005, PRIMEDIA Inc. completed the sale of the remainder of its Workplace Learning Division (excluding its Interactive Medical Networks business) to Trinity Learning Corporation in exchange for the assumption of related liabilities. A copy of the press release announcing the completion of such sale is attached hereto as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits
(1) Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2004 (filed herewith as Exhibit 99.3)
| Exhibit 99.1 | Press Release dated March 31, 2005 | |
Exhibit 99.2 |
Press Release dated April 4, 2005 |
|
Exhibit 99.3 |
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2004 |
|
Exhibit 99.4 |
Asset Purchase Agreement among PRIMEDIA Workplace Learning LP, PRIMEDIA Inc. and Bank Administration Institute, dated as of March 31, 2005 |
|
Exhibit 99.5 |
Asset Purchase Agreement among PRIMEDIA Inc., PRIMEDIA Digital Video Holdings LLC, PRIMEDIA Workplace Learning LP, Trinity Learning Corporation and Trinity Workplace Learning Corporation, dated as of April 1, 2005 |
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PRIMEDIA Inc. (Registrant) |
|||
Date: April 6, 2005 |
By: |
/s/ BEVERLY C. CHELL Beverly C. Chell Vice Chairman and Secretary |
|
3
INDEX TO EXHIBITS
| Exhibit No. |
Description |
|
|---|---|---|
| Exhibit 99.1 | Press Release dated March 31, 2005 | |
Exhibit 99.2 |
Press Release dated April 4, 2005 |
|
Exhibit 99.3 |
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2004 |
|
Exhibit 99.4 |
Asset Purchase Agreement among PRIMEDIA Workplace Learning LP, PRIMEDIA Inc. and Bank Administration Institute, dated as of March 31, 2005 |
|
Exhibit 99.5 |
Asset Purchase Agreement among PRIMEDIA Inc., PRIMEDIA Digital Video Holdings LLC, PRIMEDIA Workplace Learning LP, Trinity Learning Corporation and Trinity Workplace Learning Corporation, dated as of April 1, 2005 |